Form F-80 - Registration Statement Under The Securities Act Of 1933 (Page 9 of 11) in pdf

The following legend shall appear in the manner noted above in any prospectus relating to an exchange offer:

“Prospective investors should be aware that, during the period of the exchange offer, the Registrant or its affiliates,

directly or indirectly, may bid for or make purchases of the securities to be distributed or to be exchanged, or certain

related securities, as permitted by applicable laws or regulations of Canada or its provinces or territories.”

The Registrant should also include in the prospectus any legend or information required by the laws of any jurisdiction

in which the securities are to be offered.

Note to Item 2. If the home-jurisdiction document(s) are delivered through an electronic medium, the issuer may satisfy

the legibility requirements for the required legends relating to type size and font by presenting the legends in any manner

reasonably calculated to draw investor attention to it.

Item 3

Incorporation of Certain Information by Reference

Information called for by this Form, including exhibits, may be incorporated by reference at the Registrant’s option from

documents that the Registrant has filed previously with the Commission pursuant to Section 13(a) or 15(d) of the Exchange

Act or submitted to the Commission pursuant to Rule 12g3-2(b) under the Exchange Act. Any such incorporation by

reference shall be done in accordance with Rule 24 of the Commission’s Rules of Practice. If any information is incorporated

by reference into the prospectus, the prospectus shall provide the name, address and telephone number of an officer of the

Registrant from whom copies of such information may be obtained upon request without charge.

Item 4

List of Documents Filed with the Commission

There shall be set forth in or attached to the prospectus a list of all documents filed with the Commission as part of the

registration statement.

PART II – INFORMATION NOT REQUIRED TO BE DELIVERED TO OFFEREES

OR PURCHASERS

Provide a brief description of the indemnification provisions relating to directors, officers and controlling persons of the

Registrant against liability arising under the Securities Act (including any provision of the underwriting agreement which

relates to indemnification of the underwriter or its controlling persons by the Registrant against such liabilities where a

director, officer or controlling person of the Registrant is such an underwriter or controlling person thereof or a member of

any firm which is such an underwriter), together with a statement in substantially the following form:

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers

or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the

opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in

the Act and is therefore unenforceable.

The exhibits specified below shall be filed as part of the registration statement. Exhibits shall be appropriately lettered or

numbered for convenient reference.

(1) Any reports or information that, in accordance with the requirements of the jurisdiction of incorporation or

organization of the subject issuer or, in the case of an business combination, in accordance with the requirements

of the jurisdiction(s) of incorporation or organization of companies involved in the transaction other than the

Registrant, must be made publicly available by the Registrant in connection with the transaction.

(2) A copy of any agreement relating to the proposed acquisition or business combination, as applicable.

(3) Copies of any documents incorporated by reference into the registration statement and any publicly available

documents filed with any other Canadian regulatory authority concurrently with the prospectus.

(4) If any accountant, engineer or appraiser, or any person whose profession gives authority to a statement made by

him, is named as having prepared or certified any part of the registration statement, or is named as having prepared

or certified a report or valuation for use in connection with the offering document, the manually signed, written

consent of such person.

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Form F-80 - Registration Statement Under The Securities Act Of 1933 Page 9

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